Version 1.0
Last Updated: January 2, 2026
Effective Date: January 2, 2026
This Service Provider Agreement ('Agreement') is a legally binding contract entered into between Whatever Near Me Limited, a company incorporated under the laws of Hong Kong, with company registration number 78352853, having its registered office at RM 1-2, 17/F, 135 Bonham Strand Trade Centre, 135 Bonham Strand, Sheung Wan, Hong Kong ('Company', 'we', 'us', 'our', 'yoganear.me', 'Platform'), and the entity or individual registering for the services ('Studio', 'Provider', 'you', 'your'). This Agreement governs your access to and use of the yoganear.me marketplace platform and all associated services. By electronically accepting this Agreement, creating an account, or using our services in any manner, you acknowledge that you have read, understood, and irrevocably agree to be bound by all terms and conditions herein. The 'Effective Date' of this Agreement is the earlier of: (a) the date you electronically accept these terms, or (b) your first use of the Platform.
In this Agreement, unless the context otherwise requires:
means, with respect to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.
means all applicable laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, codes, and other legal requirements of any governmental authority.
means any day that is not a Saturday, Sunday, or public holiday in Hong Kong.
means any non-public, proprietary or confidential information disclosed by one party to the other, including but not limited to business plans, customer data, financial information, and trade secrets.
means any end-user who books, purchases, or expresses interest in Services offered by a Studio through the Platform.
means all applicable privacy and data protection laws, including but not limited to the Hong Kong Personal Data (Privacy) Ordinance, European GDPR, and any successor legislation.
means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, pandemics, government orders, strikes, terrorism, or material changes in Applicable Laws.
means the total amount charged to a Customer for Studio Services, inclusive of all fees, taxes, and charges, before any deductions whatsoever.
means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, moral rights, and any applications therefor.
means the yoganear.me website, mobile applications, APIs, and all related technology, software, and services provided by Company.
means the fees payable to Company as specified in Section 4, calculated as a percentage of Gross Revenue.
means the Platform features, tools, and support services provided by Company to Studios as described in Section 2.
means all content, data, materials, images, text, audio, video, branding, pricing, and other information provided by Studio to the Platform.
means all yoga classes, workshops, courses, retreats, teacher training programs, retail products, and other offerings provided by Studio to Customers.
means worldwide wherever the Platform's authorized payment processors are available and support the Studio's business type and jurisdiction. Current availability depends on payment processor coverage.
Subject to the terms herein, Company provides Studios with access to the Platform and the following Services:
Marketplace listing and management tools for Studio Services
Secure payment processing infrastructure via authorized third-party processors
Customer relationship management and communication tools
Booking, scheduling, and inventory management systems
Business analytics, reporting, and performance metrics
Customer support services during Business Hours
Mobile and web application access
Data backup and security infrastructure
Optional AI-powered content assistance tools, powered by third-party AI providers
uptime: Company will use commercially reasonable efforts to maintain Platform availability. Service levels are targets only and do not constitute guarantees. No credits or refunds will be provided for any downtime or service interruptions.
support: Company will use reasonable efforts to respond to support requests in a timely manner. Target response times during Business Hours: (a) Critical issues: as soon as practicable; (b) General inquiries: within 2 business days. These are targets only and not guaranteed response times.
maintenance: Scheduled maintenance will be performed during low-usage periods with at least 48 hours advance notice, except for emergency maintenance required for security or legal compliance.
Company reserves the right to: (a) implement reasonable usage limits to ensure Platform performance; (b) temporarily suspend Services for maintenance, security, or legal compliance; (c) modify Services with 30 days' written notice, provided core functionality remains substantially similar; (d) refuse service to any Studio that violates this Agreement or Applicable Laws.
Studio represents, warrants, and covenants that:
This Platform is available exclusively to registered businesses (B2B). By accepting this Agreement, you confirm that: (a) you are acting on behalf of a legally registered business entity and not as an individual consumer; (b) you possess a valid VAT identification number (USt-IdNr., Steuernummer, or equivalent tax registration number in your jurisdiction) or can provide official business registration documentation (such as Gewerbeanmeldung, Handelsregisterauszug, Certificate of Incorporation, or equivalent); (c) your use of the Platform is solely for commercial business purposes related to operating a yoga studio, wellness center, or similar service provider business. Individual consumers and unregistered individuals are not eligible to use this Platform as service providers. The Company reserves the right to request and verify business registration documentation at any time, and failure to provide valid documentation may result in account suspension or termination.
Studio has full corporate power and authority to enter into this Agreement and perform its obligations hereunder.
This Agreement constitutes a legal, valid, and binding obligation of Studio, enforceable in accordance with its terms.
Studio's execution and performance of this Agreement will not violate any Applicable Laws or any other agreement to which Studio is a party.
Studio will maintain all necessary licenses, permits, certifications, and insurance required to operate its business and provide Studio Services legally and safely.
Studio Services will be provided in a professional manner consistent with industry standards and will comply with all Applicable Laws.
Studio will not engage in any fraudulent, deceptive, or misleading practices in connection with the Platform.
All Studio Content is accurate, current, complete, and does not infringe any third-party rights.
Studio has obtained all necessary rights and consents to provide Studio Content to Company and grant the licenses specified herein.
Maintain current and accurate Studio Content, including pricing, availability, descriptions, and qualifications.
Honor all confirmed bookings at agreed prices and terms, except in cases of Force Majeure Events.
Provide Studio Services in accordance with descriptions and industry standards.
Respond to Customer inquiries and Platform communications within 24 hours during business days.
Maintain insurance coverage appropriate to Studio's business size and risk profile, which may include professional liability, public liability, and property insurance as required by Applicable Laws or as commercially reasonable for Studio's operations.
Comply with all health, safety, and accessibility requirements applicable to Studio Services.
Implement and maintain appropriate data security measures for Customer information.
Provide advance notice of any material changes to Studio Services, pricing, or availability.
For retail products sold through the Platform, Studio assumes full and exclusive responsibility for:
Company acts solely as a transaction facilitator for retail products. Company has no responsibility for product quality, shipping, delivery, returns, refunds, or any disputes arising from retail product transactions. All such matters must be resolved directly between Studio and Customer.
Product quality, accuracy of descriptions, and compliance with all applicable consumer protection laws and product safety regulations.
Order fulfillment, shipping, delivery, and providing tracking information to Customers in a timely manner.
All customer service related to products, including inquiries, complaints, and dispute resolution.
Processing returns, exchanges, and refunds directly with Customers in accordance with Studio's own return policy and applicable consumer protection laws.
Handling damaged, defective, or incorrect products, including replacement or refund at Studio's expense.
Compliance with all applicable tax obligations, customs duties, and import/export regulations for physical goods.
Product liability and warranty obligations, including maintaining appropriate product liability insurance where required by law.
Accurate inventory management and timely removal of unavailable products from the Platform.
Studio shall not: (a) circumvent Platform booking or payment systems; (b) solicit Customers to transact outside the Platform for services available on the Platform; (c) engage in price manipulation, fake reviews, or other deceptive practices; (d) upload content containing malware, inappropriate material, or infringing content; (e) violate any Applicable Laws or regulations; (f) interfere with Platform operations or other users' access; (g) use the Platform for any illegal, harmful, or unauthorized purposes.
Studio shall not impose any surcharge, fee, or additional cost on Customers for using any payment method integrated with the Platform (including but not limited to credit cards, debit cards, PayPal, or other electronic payment methods). Studio shall not engage in any practice that directly or indirectly discourages Customers from using Platform-integrated payment methods, including but not limited to: (a) offering discounts or incentives exclusively for cash payments or payments made outside the Platform; (b) suggesting or recommending that Customers pay through alternative channels to avoid fees; (c) displaying signage, messaging, or communications that discourage electronic payments processed through the Platform. This requirement does not apply to jurisdictions where such surcharges are expressly permitted by law, provided Studio complies with all applicable disclosure requirements and caps on surcharge amounts.
In consideration for the Services, Studio agrees to pay Company the Platform Fees specified below:
Company may modify Platform Fees for existing service categories with 90 days' written notice. Continued use of the Platform after the notice period expires constitutes acceptance of the new fees. No individual written consent is required.
Platform Fees are non-refundable under ALL circumstances without any exception whatsoever, including but not limited to event cancellations, customer refunds, chargebacks, disputes, force majeure events, technical errors, or booking mistakes regardless of timing. When a customer refund is processed for any reason, Platform Fees remain with the Company as full payment for services rendered in facilitating the original transaction. This policy applies even if refunds are processed immediately after booking. Studio acknowledges that Platform Fees compensate Company for platform usage, payment processing facilitation, transaction support, and marketplace listing services, all of which are provided at the time of transaction and cannot be reversed regardless of subsequent refund events.
Yoga Classes (including drop-in, memberships, and passes), Workshops, Courses, and Appointments (e.g., private sessions, massage): 2.5% of Gross Revenue per transaction, plus applicable VAT or other indirect taxes as required by law in Studio's jurisdiction. In jurisdictions where Company is required to charge VAT on Platform Fees, such VAT will be added to and collected in addition to the stated percentage. Studios are responsible for providing valid VAT identification numbers where applicable to enable reverse charge mechanisms under EU VAT rules or equivalent provisions in other jurisdictions.
Yoga Retreats: 2.5% of Gross Revenue per transaction, plus applicable VAT or other indirect taxes as required by law in Studio's jurisdiction. This rate applies upon feature launch.
Teacher Training Programs: 2.5% of Gross Revenue per transaction, plus applicable VAT or other indirect taxes as required by law in Studio's jurisdiction. This rate applies upon feature launch.
Retail Products: 6.5% of Gross Revenue per transaction, plus applicable VAT or other indirect taxes as required by law in Studio's jurisdiction. This rate applies upon feature launch.
All Platform Fees are subject to monthly caps based on the Studio's selected primary currency during onboarding. Once a Studio reaches the applicable monthly cap for a product category, no additional Platform Fees are charged for that category until the next calendar month. Each product category has its own separate cap that resets on the 1st of each month in the Studio's timezone.
Monthly fee caps for HKD: Classes/Workshops/Courses/Appointments HK$649, Retreats HK$1,299, Teacher Training HK$1,299, Retail HK$329. Caps for all supported currencies are displayed in the fee schedule below.
The applicable fee caps are determined by the Studio's selected primary currency, not by geographic location. Studios may select any supported currency during onboarding, and this selection determines the fee cap tier. Company reserves the right to reassign a Studio's fee cap currency if there is reasonable evidence of malpractice or attempted circumvention of Platform Fees, including but not limited to selecting a currency with lower caps (e.g., INR) while primarily transacting in a higher-cap currency (e.g., EUR). Such reassignment will be applied prospectively with written notice to the Studio. Studios can view their current fee structure and monthly cap in the Revenue section of the dashboard.
Fee Rates: Classes/Workshops/Courses/Appointments: 2.5% | Retreats: 2.5% | Teacher Training: 2.5% | Retail: 6.5%
| Currency | Classes / Workshops / Courses / Appointments | Retreats | Teacher Training | Retail |
|---|---|---|---|---|
| EUR | €99 | €199 | €199 | €49 |
| USD | $99 | $199 | $199 | $49 |
| GBP | £89 | £179 | £179 | £39 |
| CHF | CHF 99 | CHF 199 | CHF 199 | CHF 49 |
| AUD | A$169 | A$339 | A$339 | A$79 |
| CAD | CA$149 | CA$299 | CA$299 | CA$69 |
| NZD | NZ$179 | NZ$349 | NZ$349 | NZ$89 |
| SGD | SGD 149 | SGD 299 | SGD 299 | SGD 69 |
| HKD | HK$649 | HK$1,299 | HK$1,299 | HK$329 |
| JPY | ¥9,900 | ¥19,900 | ¥19,900 | ¥4,900 |
| ILS | ₪399 | ₪799 | ₪799 | ₪199 |
| AED | AED 399 | AED 799 | AED 799 | AED 199 |
| SEK | SEK 999 | SEK 1,999 | SEK 1,999 | SEK 499 |
| NOK | NOK 999 | NOK 1,999 | NOK 1,999 | NOK 499 |
| DKK | DKK 749 | DKK 1,499 | DKK 1,499 | DKK 369 |
| PLN | PLN 299 | PLN 599 | PLN 599 | PLN 149 |
| CZK | CZK 1,499 | CZK 2,999 | CZK 2,999 | CZK 749 |
| RON | RON 299 | RON 599 | RON 599 | RON 149 |
| HUF | HUF 1,999,900 | HUF 3,999,900 | HUF 3,999,900 | HUF 999,900 |
| BRL | R$249 | R$499 | R$499 | R$129 |
| MXN | MX$849 | MX$1,699 | MX$1,699 | MX$429 |
| ZAR | ZAR 749 | ZAR 1,499 | ZAR 1,499 | ZAR 379 |
| THB | THB 1,499 | THB 2,999 | THB 2,999 | THB 749 |
| MYR | MYR 199 | MYR 399 | MYR 399 | MYR 99 |
| CNY | CN¥299 | CN¥599 | CN¥599 | CN¥149 |
| TWD | NT$1,299 | NT$2,599 | NT$2,599 | NT$649 |
| INR | ₹2,499 | ₹4,999 | ₹4,999 | ₹1,249 |
| IDR | IDR 44,900,000 | IDR 89,900,000 | IDR 89,900,000 | IDR 22,900,000 |
| PHP | ₱1,499 | ₱2,999 | ₱2,999 | ₱749 |
| GHS | GHS 399 | GHS 799 | GHS 799 | GHS 199 |
| NGN | NGN 24,999 | NGN 49,999 | NGN 49,999 | NGN 12,499 |
| KES | KES 2,499 | KES 4,999 | KES 4,999 | KES 1,249 |
| XOF | F CFA 999,900 | F CFA 1,999,900 | F CFA 1,999,900 | F CFA 499,900 |
| GIP | GIP 89 | GIP 179 | GIP 179 | GIP 39 |
Monthly caps reset on the 1st of each month in the Studio's timezone. Each product category has its own separate cap.
All financial transactions are processed through authorized third-party payment processors selected by the Company. Studio must complete the payment processor's onboarding process, including all Know Your Customer (KYC), Anti-Money Laundering (AML), and tax information requirements. Payment processors handle regulatory compliance for payments, tax reporting, and financial regulations in supported jurisdictions. Studio acknowledges that the ability to receive payments depends entirely on maintaining good standing with the applicable payment processor and meeting their ongoing compliance requirements.
Studio authorizes Company to: (a) facilitate payment processing on Studio's behalf; (b) collect Platform Fees from each transaction; (c) share necessary business and transaction information with payment processors; (d) hold funds in accordance with processor policies and regulatory requirements.
Company maintains PCI DSS compliance for payment data security. Studio is responsible for complying with applicable data security standards for any payment information it handles directly.
Company is not responsible for payment processor decisions, delays, suspensions, terminations, or verification requirements. Studios must maintain direct relationships with payment processors and resolve processor-related issues independently. Platform availability does not guarantee payment processing availability.
Payouts occur according to payment processor schedules, typically within 2-7 Business Days, less Platform Fees and processor charges.
Minimum payout thresholds may apply as determined by payment processors. Funds below minimum thresholds will be held until threshold is met.
Payment processors may hold or delay payouts for: (a) disputed transactions or chargebacks; (b) suspected fraudulent activity; (c) compliance or risk investigations; (d) account verification or KYC requirements; (e) as required by Applicable Laws or processor risk management policies; (f) insufficient or incomplete business documentation. Company has no control over processor hold decisions. As a marketplace facilitator, Company does not hold funds - all payments flow directly from customers to Studios via the payment processor, who serves as the merchant of record's banking partner. Studios must resolve payout holds directly with their payment processor.
In case of Customer disputes or chargebacks, Studio authorizes Company to deduct disputed amounts from future payouts pending resolution.
In jurisdictions where automatic fee deduction is not available, or for in-studio payments recorded manually through the Platform, Company will invoice Platform Fees monthly in arrears. Payment terms: Net 10 Business Days from invoice date. Late payments incur interest at 1.5% per month or maximum rate permitted by law, whichever is lower. Overdue amounts may result in Service suspension after 15 days written notice.
Studio is solely responsible for: (a) determining applicable tax obligations; (b) collecting and remitting all taxes on Studio Services; (c) maintaining accurate tax records; (d) providing valid tax documentation as required.
Company will handle its own tax obligations related to Platform Fees and may provide tax reporting documents as required by Applicable Laws.
Both parties will cooperate to ensure compliance with all applicable tax laws and reporting requirements.
Company will automatically notify Studios when external refunds are detected and will take appropriate remedial action to protect Platform integrity and enforce this Agreement.
platform requirement: All customer refunds must be processed exclusively through the Platform's refund system. Studios are strictly prohibited from issuing refunds directly through payment processor dashboards (including but not limited to Stripe Dashboard, PayPal interface, or any other payment provider's administrative interface) or through any other method that bypasses the Platform.
data integrity: Processing refunds outside the Platform creates critical data inconsistencies between the Platform and payment processors, resulting in: (a) inaccurate financial reporting and analytics; (b) incorrect booking status and availability data; (c) improper Platform Fee tracking; (d) unreliable sales records and reconciliation issues; (e) potential regulatory compliance violations.
consequences: Violation of this refund processing requirement: (a) constitutes a material breach of this Agreement; (b) may result in immediate account suspension pending investigation; (c) may lead to account termination for repeated violations; (d) does not relieve Studio of Platform Fee obligations; (e) may result in data corruption that cannot be rectified retroactively.
fee circumvention: Studios acknowledge that issuing refunds outside the Platform may constitute an attempt to circumvent Platform Fees, which is strictly prohibited under Section 3 (Prohibited Activities). Company monitors all payment processor activity for external refunds and will investigate any instances of unauthorized refund processing.
proper procedure: Studios must use the Platform's built-in refund functionality for all customer refunds, which ensures: (a) proper Platform Fee handling in accordance with this Agreement; (b) accurate record-keeping and regulatory compliance; (c) consistent customer experience; (d) correct booking status updates; (e) proper notification to all relevant parties.
direct charges: The Platform uses Direct Charges (Stripe Connect Standard and PayPal Partner model), meaning all customer payments flow directly to Studio's connected payment processor account. Studio is the Merchant of Record for all transactions and bears full financial responsibility for the transaction lifecycle.
negative balance obligation: If Studio's payment processor account balance becomes negative due to refunds, chargebacks, disputes, or any other reason, Studio is solely and exclusively responsible for resolving this deficit directly with the payment processor. Company will not provide credit, funds, advances, loans, or any form of financial assistance to cover negative balances under any circumstances.
no deficit coverage: Company has no obligation to cover, fund, or offset any negative balance, chargeback, refund, dispute, or other financial deficit in Studio's payment processor account. Studio's financial obligations to the payment processor are entirely separate from this Agreement and must be resolved independently between Studio and the payment processor.
platform fee retention: Platform Fees already collected remain non-refundable even if Studio's payment processor account goes negative. Negative balances do not reduce, offset, or create any credit against Platform Fees owed to Company.
account consequences: Unresolved negative balances may result in: (a) payment processor suspension or termination of Studio's account; (b) Platform access suspension until deficit is resolved; (c) referral to collections for any outstanding Platform Fees; (d) termination of this Agreement for cause.
marketplace facilitator: Company operates as a technology platform and marketplace facilitator, connecting Studios with potential Customers. Company is not: (a) the merchant of record for any Studio Services transactions; (b) a party to contracts between Studios and Customers; (c) a provider of yoga, wellness, or professional services; (d) an employer or agent of Studios or their personnel; (e) responsible for the quality, safety, legality, or delivery of Studio Services.
merchant of record: STUDIO IS THE MERCHANT OF RECORD AND LEGAL SELLER FOR ALL STUDIO SERVICES TRANSACTIONS. All payments are processed using Stripe Connect (Direct Charges) or PayPal Partner model, where payments flow directly from Customers to Studios. The Platform merely facilitates the connection and provides payment infrastructure; Studio bears full legal responsibility as the selling party for all transactions.
passive intermediary: Studio expressly acknowledges and agrees that Company is a passive technology intermediary that merely provides software infrastructure, marketplace listing services, and payment facilitation. Company exercises no control over, has no knowledge of, makes no representations about, and bears absolutely no responsibility for: (a) Studio's business operations or service delivery; (b) quality, safety, or legality of Studio Services; (c) Studio's compliance with applicable laws; (d) Studio's treatment of customers or employees; (e) accuracy of Studio Content; (f) Studio's qualifications, certifications, or insurance; or (g) any other aspect of Studio's independent business. Studio is solely, exclusively, and completely responsible for all aspects of Studio Services and all liabilities arising therefrom.
no authority: NO APPARENT AGENCY EXISTS. Studio's presence on the Platform does not create any agency, partnership, joint venture, or employment relationship between Studio and Company. Company does not employ, endorse, certify, supervise, direct, or control Studio or any of Studio's instructors, teachers, staff, or personnel. Company makes no representations whatsoever regarding the qualifications, competence, skills, certifications, experience, background, or suitability of any Studio or its personnel. Customers engage directly with Studios and their personnel at their own risk.
customer understanding: Studio shall not: (a) represent itself as an agent, employee, or representative of Company; (b) use Company branding or materials in any way suggesting endorsement or affiliation beyond Platform participation; (c) make any commitments on Company's behalf. Any statements, warranties, or representations made by Studio or its personnel are solely the responsibility of Studio and do not bind Company.
Studio and Company are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or make commitments on the other's behalf. Studio retains full control over Studio Services delivery, pricing, and customer relationships, subject to Platform policies.
direct contract: The primary contract for Studio Services exists directly between Studio and Customer. Company facilitates this relationship but is not a party to such contracts.
platform rules: Studio agrees that Customer transactions must comply with Platform policies, including cancellation, refund, and dispute resolution procedures.
data sharing: Company may share relevant transaction information with Studios and Customers to facilitate service delivery and resolve disputes.
Complete registration with accurate, complete, and verifiable business information.
Successfully complete payment processor onboarding in your jurisdiction (Platform is available globally wherever authorized payment processors operate).
Provide all documentation required by the payment processor for your jurisdiction, including but not limited to business registration, tax identification, bank account verification, and identity verification.
Verify business ownership through Company's and payment processor's verification processes.
Accept all applicable Platform policies, including Terms of Service, Privacy Policy, and Community Guidelines.
Provide current contact information and designate authorized account representatives.
ongoing obligations: Studio must promptly update account information when changes occur and notify Company of any security incidents or unauthorized access within 24 hours of discovery.
Maintain confidentiality of all account credentials and access tokens.
Implement strong password policies and enable two-factor authentication when available.
Restrict account access to authorized personnel only.
Monitor account activity and report suspicious or unauthorized access immediately.
Use Platform in compliance with all security policies and guidelines.
company measures: Company implements industry-standard security measures, including encryption, secure data transmission, regular security audits, and compliance with applicable security frameworks.
liability: Studio is fully responsible for all activities occurring under its account, whether authorized or unauthorized, until Company receives written notice of security compromise.
Except in cases requiring immediate action, Company will provide written notice and opportunity to cure violations within 14 days. Emergency suspensions may occur without prior notice to protect Platform integrity or comply with legal requirements.
suspension reasons: Company may suspend or restrict account access for: (a) violations of this Agreement; (b) suspected fraudulent activity; (c) compliance investigations; (d) customer safety concerns; (e) payment processing issues; (f) legal or regulatory requirements.
data retention: Upon account termination, Company will retain Studio data as required by law and for legitimate business purposes, typically for 7 years, and will securely delete other data within 90 days unless legal obligations require longer retention.
ownership: Studio retains all right, title, and interest in and to its pre-existing Intellectual Property Rights, including Studio Content, trademarks, trade names, and proprietary methodologies.
warranties ip: Studio warrants that: (a) it owns or has valid licenses for all Studio Content; (b) Studio Content does not infringe third-party Intellectual Property Rights; (c) Studio Content complies with all Applicable Laws and Platform policies.
ai content: The Platform offers optional AI-powered tools to assist Studios with content creation, such as generating descriptions. AI-generated content is provided as suggestions only. Studio is solely responsible for reviewing, editing, and publishing any AI-generated content, which upon publication becomes Studio Content subject to all terms of this Agreement.
Studio grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute Studio Content solely for: (a) operating and promoting the Platform; (b) facilitating Customer discovery and booking of Studio Services; (c) providing Services to Studio; (d) compliance with Applicable Laws.
This license does not permit Company to: (a) use Studio Content for competing services; (b) create derivative works for commercial purposes unrelated to Platform operations; (c) transfer Studio Content to third parties except as necessary for Platform operations; (d) remove or modify Studio's proprietary notices or attributions.
termination: This license automatically terminates upon Agreement termination, except Company may retain minimal Studio Content necessary for legal compliance, financial records, and dispute resolution.
Studio may not: (a) reverse engineer, decompile, or disassemble Platform components; (b) create derivative works based on Company's Intellectual Property; (c) use Company's trademarks without written permission; (d) attempt to circumvent Platform security or access controls.
platform ip: Company owns all Intellectual Property Rights in the Platform, including software, algorithms, user interfaces, databases, and proprietary technologies.
feedback: Any suggestions, feedback, or ideas provided by Studio regarding Platform improvements become Company property without compensation obligations.
Company maintains DMCA-compliant procedures for copyright infringement claims. Studios must report suspected infringement through designated channels. Company will investigate and remove infringing content as required by law. Repeat infringers may face account termination.
Both parties will comply with all applicable Data Protection Laws, including but not limited to: Hong Kong Personal Data (Privacy) Ordinance, European Union General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), UK Data Protection Act 2018, Swiss Federal Data Protection Act, and any successor or additional privacy legislation in territories where Services are provided. A separate Data Processing Addendum (DPA) is available upon request and governs specific GDPR compliance requirements for EU/EEA/UK/Swiss Studios.
studio controller: Studio acts as Data Controller for Customer personal data collected in connection with Studio Services, including contact information, booking history, payment data, and service preferences.
company processor: Company acts as Data Processor when processing Customer personal data on Studio's behalf for Platform operations, payment processing, and service delivery.
independent controllers: Each party acts as independent Data Controller for its own business operations, employee data, and marketing activities.
Process personal data only as instructed by Studio and as necessary for Service provision.
Implement appropriate security measures, including encryption, access controls, and regular security assessments.
Assist Studio with data subject requests and regulatory compliance obligations.
Notify Studio of data breaches affecting Studio data within 24 hours of discovery.
Engage only approved sub-processors and ensure they meet equivalent data protection standards.
Return or delete personal data upon Agreement termination, subject to legal retention requirements.
Establish lawful basis for processing Customer personal data under applicable Data Protection Laws.
Obtain necessary consents, provide privacy notices, and inform Customers of data sharing with Company.
Implement appropriate technical and organizational security measures for personal data.
Respond to Customer data subject requests (access, rectification, deletion, portability) within legal timeframes.
Report data breaches to Company within 24 hours of discovery.
Maintain records of processing activities as required by applicable laws.
Company may transfer personal data to jurisdictions outside the original collection territory for Service provision. Such transfers will comply with applicable Data Protection Laws, including implementation of Standard Contractual Clauses, adequacy decisions, or other approved transfer mechanisms as required.
retention: Personal data will be retained only as long as necessary for legitimate business purposes and legal compliance. Company maintains data retention schedules aligned with industry standards and regulatory requirements.
security: Company maintains ISO 27001-aligned security practices, including: encrypted data transmission and storage, regular penetration testing, employee security training, incident response procedures, and annual third-party security audits.
Neither party will be liable for delays or failures to perform obligations caused by Force Majeure Events, provided the affected party: (a) promptly notifies the other party; (b) uses reasonable efforts to mitigate impact; (c) resumes performance as soon as reasonably practicable.
Force Majeure Events include but are not limited to: natural disasters, pandemics, government orders, material changes in Applicable Laws, acts of terrorism, strikes, infrastructure failures, and other events beyond reasonable control.
If Force Majeure Event continues for more than 60 days, either party may terminate this Agreement with written notice. Company will refund prepaid fees for unused Services.
company plan: Company maintains business continuity and disaster recovery plans, including data backup procedures, alternative service delivery methods, and communication protocols during service disruptions.
This Agreement commences on the Effective Date and continues until terminated in accordance with the provisions herein.
renewal: This Agreement continues on a month-to-month basis and may be terminated by either party at any time. Studios may terminate immediately by unlinking their service provider account in the admin dashboard, with Platform visibility ending automatically 14 days after unlinking to allow for pending bookings and customer notifications. Company may terminate immediately at its sole discretion for any reason or no reason. No termination penalty applies to either party. The Platform is under active development, with additional features (including but not limited to retreats, teacher training programs, and retail functionality) being released incrementally. Company may modify, add, or remove features and supported territories at its discretion with reasonable notice. Studios acknowledge that certain advertised features may not yet be available and accept the Platform in its current state.
convenience termination: Either party may terminate this Agreement for convenience with 30 days' written notice.
cause termination: Either party may terminate immediately for cause upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days after written notice; (b) becomes insolvent, makes an assignment for creditors, or files for bankruptcy; (c) ceases business operations; (d) violates Applicable Laws in a manner that materially affects the other party.
company rights: Company may immediately suspend or terminate Studio access if: (a) Studio violates Platform policies or community guidelines; (b) Studio engages in fraudulent or harmful activities; (c) required by law or court order; (d) necessary to protect Platform integrity or user safety.
suspension grounds: Company may suspend or restrict Studio's access to Services without terminating this Agreement if: (a) Studio is delinquent on payments; (b) suspicious or potentially fraudulent activity is detected; (c) required by payment processor or regulatory authority; (d) necessary to prevent harm to Platform or users; (e) Studio exceeds usage limits or violates rate limits.
suspension procedure: Except for emergency situations, Company will provide 48 hours' notice of suspension and opportunity to cure. During suspension, Studio remains liable for all fees and obligations under this Agreement.
reinstatement: Suspended Services will be restored promptly after: (a) cure of underlying issue; (b) payment of all outstanding amounts; (c) completion of any required verification procedures.
immediate effects: Upon termination: (a) Studio's right to access and use the Platform immediately ceases; (b) all outstanding fees become immediately due and payable; (c) Company will process final payouts according to normal schedule, less any amounts owed.
data handling: Company will: (a) provide Studio with access to download its data for 30 days post-termination; (b) securely delete Studio data within 90 days unless legally required to retain; (c) continue processing pending transactions for 30 days.
customer communication: Company may notify Customers of Studio's termination and assist with alternative service arrangements, but Studio remains primarily responsible for Customer communications.
platform discontinuation: In the event Company decides to discontinue the Platform entirely or cease operations: (a) Company will use reasonable efforts to provide at least 60 days' advance notice to all active Studios; (b) Company will provide Studios with data export functionality to retrieve their business data, booking history, and customer information in standard formats; (c) Company will process all pending payouts according to payment processor schedules; (d) Company will cooperate with Studios to facilitate transition to alternative platforms where reasonably practicable. This provision does not create any obligation for Company to continue operations or maintain the Platform for any specific period.
The following provisions survive Agreement termination: Definitions, Payment obligations, Intellectual Property rights and licenses, Confidentiality, Data Protection, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and General Provisions.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS: THE PLATFORM AND SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
excluded damages: TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; (C) SERVICE INTERRUPTIONS OR DELAYS; (D) THIRD-PARTY ACTIONS OR CONTENT; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA.
liability cap: COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES ACTUALLY RECEIVED BY COMPANY FROM STUDIO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) HK$50,000 (FIFTY THOUSAND HONG KONG DOLLARS). This cap applies to all claims in the aggregate, whether arising in contract, tort, negligence, strict liability, or any other legal theory. FOR STUDIOS TO THE EXTENT THAT MANDATORY LIABILITY LIMITATIONS APPLY UNDER APPLICABLE BUSINESS-TO-BUSINESS OR PLATFORM REGULATORY LAWS: LIABILITY LIMITATIONS SHALL APPLY ONLY TO THE EXTENT PERMITTED BY SUCH APPLICABLE LAWS.
exceptions: These limitations do not apply to: (a) Company's gross negligence or willful misconduct; (b) death or personal injury caused by Company's negligence; (c) fraud or fraudulent misrepresentation; (d) obligations that cannot be limited under Applicable Laws.
studio risk: Studio acknowledges and assumes all risks related to: (a) providing Studio Services to Customers; (b) compliance with Applicable Laws; (c) data security and privacy; (d) Customer disputes and claims; (e) business operations and profitability.
insurance requirements: Studio will maintain adequate insurance coverage appropriate for its business activities, including professional liability, general liability, and cyber liability insurance with minimum limits as may be specified in Platform policies.
Company may collect any amounts owed by Studio under this Agreement by: (a) deducting such amounts from future payments or payouts; (b) charging Studio's payment method on file; (c) suspending Services until payment is received; (d) pursuing legal collection remedies.
Studio is liable for all collection costs including attorneys' fees, court costs, collection agency fees, and interest at the rate of 1.5% per month or the maximum legal rate, whichever is lower.
Company may set off any amounts owed by Studio against any amounts Company owes to Studio, including payouts, refunds, or credits.
automatic collection: To ensure efficient fee recovery and maintain Platform operations, Studio authorizes Company to: (a) suspend Services if Platform Fees remain unpaid for more than 14 days after invoice due date; (b) deduct unpaid fees from future payouts; (c) charge Studio's payment method on file for outstanding amounts including fees, penalties, and collection costs; (d) set off amounts owed by Studio against payments due to Studio; (e) pursue legal collection remedies as necessary. Studio acknowledges these deductions and charges are authorized under this Agreement and represent legitimate fees owed. Studio agrees not to initiate chargebacks or payment disputes for amounts properly owed under this Agreement; any such chargebacks may result in account suspension and recovery of associated chargeback fees incurred by Company.
Studio will comply with all applicable export laws and restrictions, including but not limited to regulations of the US Department of Commerce, US Department of Treasury Office of Foreign Assets Control, and other governmental authorities. Studio will not use the Platform to export or re-export any technology or data in violation of such laws.
Studio represents and warrants that it is not: (a) located in any restricted country; (b) listed on any government prohibited party list; (c) owned or controlled by any prohibited party. Studio will immediately notify Company if its status changes.
As defined in applicable regulations, the Platform and associated technology may be deemed 'commercial items' and 'commercial computer software.' Any use, modification, reproduction, or disclosure by government entities will be governed solely by this Agreement.
Studio agrees to fully and unconditionally defend, indemnify, and hold harmless Company, its Affiliates, parent companies, subsidiaries, officers, directors, employees, agents, contractors, and representatives (collectively, 'Indemnified Parties') from and against any and all third-party claims, actions, suits, proceedings, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, court costs, expert witness fees, and settlement amounts) arising from or relating to:
Company will: (a) promptly notify Studio of indemnifiable claims when reasonably practicable; (b) provide reasonable cooperation at Studio's expense; (c) allow Studio to control defense and settlement, provided that Studio may not settle any claim that admits liability on behalf of Company or imposes obligations on Company without Company's prior written consent.
Studio's provision of Studio Services or operation of its business, including but not limited to the conduct, instruction, supervision, or advice provided by Studio or its personnel.
Any personal injury, bodily harm, death, illness, psychological harm, or physical injury sustained by any Customer or third party in connection with Studio Services, whether occurring on Studio premises, during online instruction, or otherwise.
Any allegation of professional negligence, malpractice, incompetence, inadequate supervision, or failure to meet professional standards of care by Studio or its instructors, teachers, or personnel.
Any service failure, cancellation, no-show, overbooking, or failure to deliver Studio Services as described or booked.
Any property damage, theft, or loss occurring on Studio premises or in connection with Studio Services.
Breach of this Agreement by Studio or its personnel.
Violation of Applicable Laws by Studio in connection with Platform use, including but not limited to health and safety regulations, professional licensing requirements, and consumer protection laws.
Infringement of third-party Intellectual Property Rights by Studio Content.
Studio's violation of Data Protection Laws or Customer privacy rights.
Employment-related claims by Studio personnel, including misclassification, wage disputes, or workplace safety violations.
Customer disputes related to Studio Services quality, delivery, pricing, or refund policies.
Any misrepresentation regarding Studio's qualifications, certifications, insurance coverage, or capabilities.
Any claim that Studio or its personnel lacks appropriate qualifications, certifications, or licenses to provide Studio Services.
STUDIO EXPRESSLY ACKNOWLEDGES AND AGREES THAT COMPANY BEARS ABSOLUTELY NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY, HARM, LOSS, OR DAMAGE SUFFERED BY CUSTOMERS OR ANY THIRD PARTY IN CONNECTION WITH STUDIO SERVICES. This includes, without limitation: (a) physical injuries occurring during yoga classes, workshops, or other activities; (b) pre-existing conditions aggravated by participation in Studio Services; (c) injuries resulting from instructor negligence, inadequate supervision, or inappropriate modifications; (d) emotional or psychological harm; (e) property damage or theft; (f) allergic reactions or adverse effects from products sold by Studio; (g) transmission of illness or communicable disease. Studio is solely responsible for obtaining appropriate liability insurance, conducting proper customer intake and health screening, ensuring instructor qualifications, and maintaining safe premises and practices.
caps: Studio's indemnification obligations under this Section 12 are UNLIMITED and not subject to any monetary caps whatsoever for claims involving: (a) bodily injury, personal injury, death, or physical harm to any person; (b) professional negligence or malpractice; (c) gross negligence or willful misconduct; (d) fraud or misrepresentation; (e) violation of Applicable Laws. For all other indemnifiable claims arising solely from simple negligence, Studio's liability shall be capped at the greater of HK$500,000 or total fees paid by Studio in the preceding 12 months per incident. Studio expressly acknowledges that Company is merely a technology platform facilitating connections between customers and service providers, and bears no responsibility whatsoever for Studio's conduct, operations, service quality, safety, instructor qualifications, or compliance with laws.
mitigation: Both parties will use reasonable efforts to mitigate damages and cooperate in claim defense.
Company will indemnify Studio against third-party claims alleging that Studio's authorized use of the Platform infringes third-party patent or copyright rights, provided Studio: (a) promptly notifies Company; (b) grants Company control of defense and settlement; (c) provides reasonable cooperation. Company may, at its option, modify the Platform to avoid infringement or terminate this Agreement with refund of prepaid fees.
Before initiating formal proceedings, parties must engage in good faith negotiations for 60 days. Each party will designate a senior representative with settlement authority. Negotiations will be conducted confidentially and may not be used as evidence in subsequent proceedings.
If negotiation fails to resolve the dispute, either party may proceed to arbitration or litigation as provided herein.
All disputes shall be resolved through binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its Administered Arbitration Rules, conducted in Hong Kong, in English language, under Hong Kong law. Studios located in EU/EEA member states may elect ICC arbitration in their local jurisdiction for claims exceeding HK$50,000 in claimed damages. For all claims of HK$50,000 or less, ALL Studios regardless of location must use HKIAC arbitration in Hong Kong to ensure cost-efficiency, consistent application of Hong Kong law, and procedural fairness.
Arbitration will be conducted: (a) by a single arbitrator for claims under HK$500,000, three arbitrators for larger claims; (b) in English language or the Studio's local language if elected; (c) in Hong Kong (or alternative location if elected by Studio); (d) under Hong Kong law (or applicable local law if elected where permitted); (e) with written decision including findings of fact and conclusions of law.
Arbitrators may not: (a) award punitive damages except as required by Applicable Laws; (b) consolidate claims with other parties; (c) certify class actions. Each party bears its own costs unless arbitrator determines otherwise based on frivolous claims.
forum supremacy: In case of inconsistency between the arbitration forum designated by this Section 13.2 and any conflicting statutory default forum, the forum designated herein shall prevail to the maximum extent permitted by law.
Claims of HK$20,000 or less may be pursued in Hong Kong courts or arbitration, at the claimant's option.
Either party may seek injunctive or other equitable relief in Hong Kong courts for: (a) intellectual property infringement; (b) breach of confidentiality; (c) unauthorized Platform access; (d) emergency relief to prevent irreparable harm.
Both parties consent to personal jurisdiction of Hong Kong courts and waive objections to venue or forum non conveniens.
BOTH PARTIES WAIVE THE RIGHT TO: (A) TRIAL BY JURY; (B) PARTICIPATE IN CLASS ACTIONS, REPRESENTATIVE ACTIONS, OR MASS TORT PROCEEDINGS; (C) SERVE AS REPRESENTATIVE IN CLASS ACTIONS AGAINST THE OTHER PARTY. This waiver applies to all claims, whether in arbitration or court proceedings.
general changes: Company may modify this Agreement with 60 days' written notice for material changes, 30 days for non-material changes. Notice will be provided via email to Studio's registered address and Platform notification.
material changes: Material changes include: (a) increases to Platform Fees exceeding 20% annually; (b) significant limitations to Services; (c) material changes to liability or indemnification provisions; (d) modifications to dispute resolution procedures.
acceptance: Continued use of the Platform after modification effective date constitutes acceptance. If Studio objects to material changes, it may terminate this Agreement within the notice period without penalty.
accelerated termination: If Company increases Platform Fees by more than 25% in aggregate within any 12-month period, or introduces new mandatory fees that would exceed 1% of Studio's Gross Revenue based on the preceding 12 months' transaction history, Studio may terminate this Agreement within 30 days of receiving notice of such change without penalty and without observing the standard termination notice period. Studio must provide written notice of termination expressly citing this provision. This accelerated termination right expires if Studio continues active Platform use for more than 30 days following the fee change effective date.
Company will notify Studio of emergency changes as soon as practicable, but such changes are effective immediately.
immediate changes: Company may immediately modify this Agreement without advance notice when required by: (a) court orders or regulatory mandates; (b) changes in Applicable Laws; (c) payment processor requirements; (d) security or privacy compliance needs.
This Agreement is governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law principles. For Studios located in jurisdictions with mandatory platform regulations (including but not limited to the EU Platform-to-Business Regulation (EU) 2019/1150), such local mandatory laws will apply to the extent required. Studios acknowledge that payment processing availability depends on the payment processor's support for their jurisdiction and compliance with applicable requirements.
Both parties acknowledge that Platform operations may be subject to laws in multiple jurisdictions where Studios and Customers are located. Each party will comply with Applicable Laws in their respective jurisdictions.
Parties will reasonably cooperate to address regulatory inquiries, compliance audits, and legal process from government authorities in any relevant jurisdiction.
If compliance with laws in different jurisdictions creates conflicts, parties will work together to develop compliant solutions or, if necessary, limit Services in affected jurisdictions.
Confidential Information includes all non-public information disclosed by one party to another, whether orally, in writing, or electronically, including business strategies, customer data, financial information, technical specifications, and proprietary methodologies.
Confidentiality obligations survive Agreement termination for 5 years, except for trade secrets which remain confidential indefinitely.
protection: Each party agrees to: (a) maintain confidentiality of the other party's Confidential Information; (b) use Confidential Information solely for purposes of this Agreement; (c) implement reasonable security measures to protect against unauthorized disclosure; (d) limit access to personnel with legitimate need to know.
This Agreement, together with incorporated policies (Privacy Policy, Community Guidelines, Acceptable Use Policy), constitutes the complete agreement between parties and supersedes all prior negotiations, representations, and agreements. No oral modifications are binding; all amendments must be in writing and signed by authorized representatives.
If any provision is held invalid, illegal, or unenforceable, the remainder of this Agreement remains in full force. Courts are authorized to reform invalid provisions to make them enforceable while preserving the parties' original intent to the maximum extent possible.
No failure or delay in exercising rights constitutes a waiver. All rights and remedies are cumulative and not exclusive. Waivers must be in writing and signed by the waiving party. Single or partial exercise of rights does not preclude further exercise.
studio limitations: Studio may not assign, transfer, or delegate rights or obligations without Company's prior written consent, which may be withheld in Company's sole discretion. Any attempted unauthorized assignment is void.
company rights: Company may assign this Agreement without consent in connection with: (a) corporate reorganizations, mergers, or acquisitions; (b) sale of all or substantially all assets; (c) assignments to Affiliates; (d) financing transactions requiring assignment of contracts.
successors: This Agreement binds and benefits parties' successors and permitted assigns.
methods: All notices must be in writing and delivered via: (a) email to addresses specified in Studio account or Company contact information; (b) certified mail, return receipt requested; (c) recognized courier service; (d) Platform notification system for routine communications.
effectiveness: Notices are effective: (a) when delivered if by hand or courier; (b) when sent if by email during business hours, otherwise next Business Day; (c) three days after mailing if sent by certified mail.
addresses: Studio must maintain current contact information in Platform account. Company notices should be sent to legal@yoganear.me with copy to registered office address.
construction: This Agreement will be interpreted fairly and not construed against the drafting party. Headings are for convenience only. 'Including' means 'including without limitation.' References to days are calendar days unless specified as Business Days.
currency: All monetary references are to Hong Kong Dollars unless otherwise specified. Currency conversions will be made at prevailing exchange rates at time of transaction.
Except for Company Affiliates who may enforce provisions protecting Company, this Agreement creates no third-party beneficiary rights. Customers are not third-party beneficiaries and may not enforce this Agreement directly.
This Agreement may be executed in counterparts and by electronic signature, each constituting an original and all together forming one agreement. Electronic signatures have the same legal effect as handwritten signatures.
english: This Agreement is originally drafted in English. The English version is the authoritative text and prevails over any translations in case of conflicts, ambiguities, or inconsistencies.
translations: Translations are provided for convenience only and do not modify the English version's legal effect. Studios are responsible for understanding the English version before acceptance.
effectiveness: This Agreement becomes legally binding upon Studio's electronic acceptance and remains effective throughout the Term. Electronic acceptance has the same legal force as a signed written contract.
capacity: Each party represents it has full legal capacity and authority to enter into this Agreement and that the person accepting on Studio's behalf is duly authorized.
Parties will reasonably cooperate to resolve operational issues, comply with legal requirements, and achieve the business purposes of this Agreement.
good faith: Both parties will perform their express obligations under this Agreement in good faith. This includes timely communication of issues that may materially affect the other party's ability to perform its obligations.
This Section 19 applies to Studios established in the European Union, European Economic Area, or United Kingdom, and supplements the general terms of this Agreement in accordance with Regulation (EU) 2019/1150 (the 'P2B Regulation').
Company will: (a) acknowledge receipt of complaints within 5 Business Days; (b) investigate complaints promptly and proportionately to their importance and complexity; (c) communicate the outcome of the investigation to the Studio within 30 Business Days, or provide an explanation if additional time is required; (d) provide clear and individualized reasons for any decision taken.
Studios may submit complaints regarding: (a) alleged non-compliance by Company with any P2B Regulation obligations; (b) technological issues directly affecting Studio's use of the Platform; (c) measures taken by Company, or Company's conduct, directly affecting the complaining Studio.
availability: Company maintains an internal complaint-handling system accessible to all EU/EEA/UK Studios. Complaints may be submitted via: (a) email to complaints@yoganear.me; (b) the dedicated complaints form in the Studio dashboard; (c) written notice to Company's registered address.
reporting: Company will publish annual information on the functioning of the complaint-handling system, including the total number of complaints lodged, main types of complaints, average time for processing, and aggregate information on outcomes.
ranking factors: Platform search results and Studio visibility are determined by the following main parameters, in order of relative importance: (a) Geographic proximity to the Customer's search location or selected area; (b) Studio ratings and review scores from verified Customers; (c) Studio profile completeness and content quality; (d) Class availability and scheduling frequency; (e) Historical booking conversion rates and Customer engagement; (f) Response time to Customer inquiries; (g) Recency of Studio activity and content updates.
paid placements: Company may offer optional paid promotional services that affect Studio visibility, including but not limited to: (a) 'Featured Studio' placements on the homepage or category pages; (b) priority positioning in search results for specific geographic areas; (c) highlighted or promoted listings. These promotional placements will be clearly labeled as 'Featured', 'Sponsored', or similar designation so Customers can distinguish them from organic results. Participation in paid promotional services is entirely optional and does not affect a Studio's organic ranking position. Platform Fees do not affect organic ranking; all Studios are ranked using the same algorithmic criteria for non-promoted results.
ancillary services: When paid promotional services are available, Studios will be informed of: (a) the nature and scope of the promotional placement; (b) the effect on visibility relative to organic results; (c) pricing and duration. Company will provide reasonable notice before introducing new promotional services.
changes: Company will provide 15 days' advance notice of any significant changes to ranking parameters that may materially affect Studio visibility, unless changes are required by law or to prevent fraud.
mediators: For disputes that cannot be resolved through Company's internal complaint-handling system, EU/EEA/UK Studios may seek mediation through the following designated mediators: (a) Centre for Effective Dispute Resolution (CEDR), London, United Kingdom (www.cedr.com); (b) The Mediation Centre, Dublin, Ireland (www.themediationcentre.ie). Company is willing to engage in good faith with mediation efforts initiated through these designated mediators.
costs: Each party bears its own costs for mediation. Mediation fees, if any, will be shared equally unless the mediator determines otherwise based on the conduct of the parties.
non exclusive: This mediation provision does not prevent either party from seeking interim relief from courts or pursuing arbitration as provided in Section 13.
engagement: Company will engage in good faith with any mediation attempts initiated by Studios through the designated mediators, provided the dispute falls within the scope of matters covered by the P2B Regulation.
minimum notice: Notwithstanding Section 10 (Term, Termination, and Survival), for Studios established in the EU/EEA/UK, Company will provide at least 30 days' prior written notice of termination or suspension, except where: (a) Company is subject to a legal or regulatory obligation requiring immediate termination; (b) Company exercises a right of termination for imperative reasons under applicable law; (c) Studio has repeatedly infringed this Agreement; (d) immediate action is necessary to protect the safety of Customers, other Studios, or Platform integrity.
statement of reasons: Any termination or suspension notice will include a clear statement of reasons for the decision, referring to the specific facts or circumstances that led to the decision and the applicable contractual or legal grounds. Such statement of reasons may be provided at a high level and shall not require disclosure of proprietary algorithms, fraud detection methods, internal risk assessments, or confidential information relating to other users.
opportunity to respond: Before termination takes effect, Studio will have the opportunity to clarify facts and circumstances through the complaint-handling system. Company will consider any clarifications in good faith before finalizing the termination decision.
own services: Company does not currently offer yoga, wellness, or similar services that compete with Studio Services. If this changes, Company will disclose any differentiated treatment between its own services and those of Studios.
related parties: Company does not currently provide preferential treatment to any Studios based on ownership, affiliation, or commercial relationships. Any future changes to this policy will be disclosed in this Agreement.
studio data: Studios have access to personal and non-personal data provided by Studios or generated through Platform use, including: (a) booking and transaction data relating solely to the Studio's own transactions; (b) Customer interaction data for Customers who have engaged with the Studio; (c) performance analytics and reports relating solely to the Studio's own listings, transactions, and activity; (d) content and listing data uploaded by the Studio. This data is accessible through the Studio dashboard and may be exported in standard formats. Data access expressly excludes platform-wide analytics, comparative benchmarks, ranking logic or algorithms, and any data relating to other Studios or their performance.
customer data: Studios have access to Customer data necessary to provide Studio Services. Additional Customer data may be available subject to Customer consent and applicable Data Protection Laws.
third party access: Company does not share Studio-specific data with third parties except as necessary for Platform operations (payment processors, infrastructure providers) or as required by law.
multi platform: This Agreement is non-exclusive. Studios are free to: (a) list their services on other platforms; (b) maintain their own websites and booking systems; (c) accept bookings through any channel. Company imposes no restrictions on Studios' ability to use competing platforms.
economic independence: Company does not guarantee any level of bookings, revenue, or business success. Studio's economic success depends on Studio's own efforts, market conditions, and Customer demand. Studio acknowledges that the Platform is one of many available channels and should not become economically dependent on the Platform.
For questions or legal notices regarding this Service Provider Agreement, please contact us at:
Whatever Near Me Limited
RM 1-2, 17/F, 135 Bonham Strand Trade Centre
135 Bonham Strand, Sheung Wan
Hong Kong